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Conflict of Interest Policy for Members of the Board of Governors
Board of Governors Policy 1.1.040
Revised and approved by the Board of Governors on March 21, 2001

I. Purpose

Persons/individuals appointed to serve as members of the Board of Governors inevitably are involved in the affairs of other institutions and organizations. An effective board cannot consist of individuals entirely free from perceived conflicts of interest. Although most such potential conflicts are and will be deemed inconsequential, everyone has the responsibility to ensure that the board is made aware of situations that involve personal, familial or business relationships that could be troublesome for the university.

The purpose of the "Conflict of Interest Policy for Members of the Board of Governors" is:

  1. to define conditions that constitute a conflict of interest by a member of the Board of Governors of the University of Central Missouri

  2. to establish a process that discloses a potential conflict of interest by a member of the Board of Governors of the University of Central Missouri

  3. to establish the appropriate safeguards to be utilized once a potential conflict of interest has been identified and agreed upon

II. Policy

A. Statutory Reference - Constitution of Missouri, Article VII, Section 6 and Missouri Revised Statutes Sections 105.452, 105.454 and 174.220 apply as appropriate to institutions of higher education and their governing boards.

B. Members of the Board of Governors of the University of Central Missouri serve the public trust and have a clear obligation to fulfill their responsibilities in a manner consistent with this fact. All decisions of the board are to be made solely on the basis of a desire to promote the best interests of the institution and the public good. The university's integrity must be protected and advanced at all times.

C. The Board of Governors requires each member annually:

  1. to review this policy

  2. to review referenced statutes

  3. to disclose any possible personal, familial or business relationships that reasonably could give rise to a conflict involving the university

  4. to acknowledge by his or her signature that he or she is in accordance with the letter and spirit of this policy

III. Procedure

A. All members of the Board of Governors are requested to list on the disclosure form only those substantive relationships that he or she, his or her spouse, dependent children in his or her custody, or any business with which the board member or the board member's spouse has a business relationship, maintains with organizations that do business with the university or otherwise could be construed potentially to affect their independent, unbiased judgment in light of his or her decision-making authority or responsibility. Business transactions or relationships that follow the university's competitive bidding procedures and/or are not acted upon by the Board of Governors are exempted from disclosure, as are members of the board loans from financial institutions that have substantially the same terms as those prevailing at the time for comparable transactions by the bank with other persons who are not members of the board. Also exempted from disclosure are voluntary gifts to members of the board of nominal value. Examples of such nominal gifts include but are not limited to: a donation, tribute or gift made on a special occasion such as marriage, illness, holiday or retirement; promotional gifts such as pens, pencils, calendars, etc.; items such as meals during the normal course of business pursuits; and awards for meritorious public contribution or achievement given by a non-profit or quasi non-profit organization.

B. In the event a member of the Board of Governors is uncertain as to the propriety of listing a particular relationship, the president of the Board of Governors and/or the university president should be consulted. They, in turn, may elect to consult legal counsel or the Board of Governors in executive session. Such information, including information provided on the disclosure form, shall be held in confidence except when, after consultation with the member of the board, the institution's best interests would be served by disclosure, unless otherwise required by law.

C. Members of the Board of Governors who have declared or been found to have a conflict of interest shall excuse themselves from participation in or consideration of proposed transactions, unless for special reasons the board requests the member of the board to provide information or interpretation on the transaction. Members of the board with conflicts shall not vote nor participate in discussion of the proposed transaction prior to the vote of the board.

IV. Definitions

Conflict of Interest: Any situation in which a board member's judgment or conduct in the performance of his or her official duties for the university would be influenced, could be influenced, or would give the appearance of being influenced by the board member's familial, personal, or business relationship with a third party, or any situation that would be deemed a conflict of interest under the laws of the United States or the laws of the state of Missouri. A familial relationship that is not within the fourth degree of consanguinity or affinity will not be considered the basis of a conflict of interest.

Business Relationship: Serving as an officer, director, employee, partner or trustee, or owning more than 10 percent of the outstanding stock or interest in a corporation, limited liability company, limited liability partnership, general or limited partnership, sole proprietorship or other business entity.

Approved by the Board of Regents on September 25, 1996
Revised and approved by the Board of Governors on March 21, 2001
Formatting updated August 1, 2007